Obligation PG&E Corporation 8.25% ( US694308GN14 ) en USD

PG&E Corporation

100 % ▼

Etats-unis

US694308GN14 ( en USD )

8.25% par an ( paiement semestriel )

14/10/2018 - Obligation échue

Prospectus brochure de l'obligation PG & E Corp US694308GN14 en USD 8.25%, échue

1 000 USD

400 000 000 USD

694308GN1

NR

N/A

Obligation remboursée le 18/02/2018

PG&E Corporation est une entreprise américaine de services publics fournissant de l'électricité et du gaz naturel à une grande partie de la Californie.

L'Obligation émise par PG&E Corporation ( Etats-unis ) , en USD, avec le code ISIN US694308GN14, paye un coupon de 8.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/10/2018
L'Obligation émise par PG&E Corporation ( Etats-unis ) , en USD, avec le code ISIN US694308GN14, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents

Filed pursuant to Rule 424(b)(5)
SEC File No. 333-149361

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities

Maximum Aggregate

Amount of
to be Registered

Offering Price

Registration Fee(1)(2)
Debt Securities

$ 590,058,000

$ 23,189.28

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933.

(2) Pursuant to Rule 457(p) under the Securities Act of 1933, Pacific Gas and Electric Company (the
"Company") has carried forward to its Registration Statement on Form S-3 (No. 333-149361) registration
fees of $123,338.85 that had been paid with respect to unsold debt securities that were previously
registered pursuant to a Registration Statement on Form S-3 (No. 333-109994) of which $99,659.34
remain available. Such registration fees are being applied to offset the $23,189.28 of registration fees
payable with respect to the notes offered and sold by the Company pursuant to the Registration Statement
on Form S-3/ASR (No. 333-149361). This "Calculation of Registration Fee" table shall be deemed to
update the "Calculation of Registration Fee" table in the Company's Registration Statement on Form S-3/
ASR (File No. 333-149361).

PROSPECTUS SUPPLEMENT
(To Prospectus dated February 22, 2008)

$ 600,000,000
8.25% Senior Notes due October 15, 2018

We are offering $600,000,000 principal amount of our 8.25% Senior Notes due October 15, 2018, which we
refer to in this prospectus supplement as our "senior notes."
We will pay interest on our senior notes on each April 15 and October 15, commencing April 15, 2009. The
senior notes will be issued in denominations of $1,000 and integral multiples of $1,000.
We may redeem the senior notes in whole or in part at any time at the redemption price set forth in this
prospectus supplement.
The senior notes will be unsecured and will rank equally with all of our other unsecured and unsubordinated
indebtedness from time to time outstanding.
There is no existing public market for the senior notes. We do not intend to list the senior notes on any
securities exchange or any automated quotation system.
Investing in these senior notes involves risks. See "Risk Factors" on page S-3.

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Per Senior Note
Total
Public Offering Price(1)

98.343 %
$ 590,058,000
Underwriting Discount

0.650 %
$ 3,900,000
Proceeds to Pacific Gas and Electric Company (before expenses)
(1)

97.693 %
$ 586,158,000

(1) Plus accrued interest, if any, from and including original issuance of the senior notes which is expected to
be October 21, 2008.

None of the Securities and Exchange Commission, any state securities commission or any other regulatory
body has approved or disapproved of these securities or passed upon the adequacy or accuracy of this
prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal
offense.
The senior notes are expected to be delivered on or about October 21, 2008 through the book-entry facilities
of The Depository Trust Company.

Joint Book-Running Managers

Banc of America Securities
LLC
Citi
Deutsche Bank Securities

Co-Managers

BNY Mellon Capital Markets, LLC
Cabrera Capital Markets, LLCSiebert Capital MarketsU.S. Bancorp Investments, Inc.
October 16, 2008
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This prospectus supplement should be read in conjunction with the accompanying prospectus. You
should rely only on the information contained in this prospectus supplement, the accompanying
prospectus and the information incorporated by reference. Neither we nor any underwriter has
authorized any other person to provide you with different or additional information. If anyone provides
you with different or additional information, you should not rely on it. Neither we nor any underwriter
is making an offer to sell the senior notes in any jurisdiction where the offer or sale is not permitted.
You should assume that the information contained in this prospectus supplement and the
accompanying prospectus is accurate only as of the date hereof.

TABLE OF CONTENTS

Page

Prospectus Supplement
Risk Factors
S-3
Our Company
S-3
Ratio of Earnings to Fixed Charges
S-3
Use of Proceeds
S-3
Capitalization
S-4
Description of the Senior Notes
S-5
Underwriting
S-9
S-
General Information
10
S-
Legal Matters
10

Prospectus
About This Prospectus
i
Pacific Gas and Electric Company
1
Risk Factors
1
Forward-Looking Statements
1
Ratio of Earnings to Fixed Charges
2
Use of Proceeds
3
Description of the Senior Notes
4
Plan of Distribution
15
Experts
16
Legal Matters
16
Where You Can Find More Information
16
Certain Documents Incorporated by Reference
16

Unless otherwise indicated, when used in this prospectus supplement and the accompanying prospectus, the
terms "we," "our" and "us" refer to Pacific Gas and Electric Company and its subsidiaries.

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This prospectus supplement and the accompanying prospectus contain forward-looking statements that are
necessarily subject to various risks and uncertainties. Forward-looking statements in this prospectus
supplement are based on current estimates, expectations and projections about future events, and assumptions
regarding these events and management's knowledge of facts as of the date of this prospectus supplement.
These forward-looking statements relate to, among other matters, estimated capital expenditures, our
estimated rate base, estimated environmental remediation liabilities, the anticipated outcome of various
regulatory and legal proceedings, future cash flows, and the level of future equity or debt issuances, and are
also identified by words such as "assume," "expect," "intend," "plan," "project," "believe," "estimate,"
"predict," "anticipate," "aim," "may," "might," "should," "would," "could," "goal," "potential" and similar
expressions. We are not able to predict all the factors that may affect future results. See "Forward-Looking
Statements" in the accompanying prospectus, for some of the factors that could cause future results to differ
materially from those expressed or implied by the forward-looking statements, or from historical results.
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RISK FACTORS
Investing in the senior notes involves risk. These risks are described under "Risk Factors" in Item 1A of our
annual report on Form 10-K for the fiscal year ended December 31, 2007, which is incorporated by reference
in this prospectus supplement and the accompanying prospectus. See "Where You Can Find More
Information" in the accompanying prospectus. Before making a decision to invest in the senior notes, you
should carefully consider these risks as well as other information contained or incorporated by reference in
this prospectus supplement and the accompanying prospectus.

OUR COMPANY
We are a leading vertically integrated electricity and natural gas utility. We were incorporated in California in
1905 and are a subsidiary of PG&E Corporation. We operate in northern and central California and are
engaged in the businesses of electricity and natural gas distribution, electricity generation, procurement and
transmission, and natural gas procurement, transportation and storage. At June 30, 2008, we served
approximately 5.1 million electricity distribution customers and approximately 4.3 million natural gas
distribution customers. Our principal executive office is located at 77 Beale Street, P.O. Box 770000,
San Francisco, California 94177, and our telephone number is (415) 973-7000. The principal executive office
of PG&E Corporation is located at One Market, Spear Tower, Suite 2400, San Francisco, California 94105.

RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our historical ratio of earnings to fixed charges for each of the fiscal years
indicated and for the six months ended June 30, 2008.

Six months ended

June 30,

2008

2007

2006

2005

2004

2003

2.82x

2.79x
2.98x
3.56x
10.75x
2.51x
For the purpose of computing our ratio of earnings to fixed charges, "earnings" represent net income adjusted
for the minority interest in losses of less than 100% owned affiliates, equity in undistributed income or losses
of less than 50% owned affiliates, income taxes and fixed charges (excluding capitalized interest). "Fixed
charges" include interest on long-term debt and short-term borrowings (including a representative portion of
rental expenses), amortization of bond premium, discount and expense, interest on capital leases, allowance
for funds used during construction debt, and earnings required to cover the preferred stock dividend
requirements and preferred security distribution requirements of a majority-owned trust. Fixed charges
exclude interest on Financial Accounting Standards Board Interpretation No. 48 (Accounting for Uncertainty
in Income Taxes) tax liabilities.

USE OF PROCEEDS
We estimate that the net proceeds from this offering will be approximately $585.4 million, after deducting
underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the
net proceeds from the sale of the senior notes to repay commercial paper and for working capital purposes. At
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October 15, 2008, the outstanding amount of our commercial paper was $733.4 million and the weighted
average yield on our outstanding commercial paper was approximately 6.01% per annum.
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CAPITALIZATION
The following table sets forth our consolidated capitalization as of June 30, 2008, and as adjusted to give
effect to the issuance and sale of the senior notes and the use of proceeds from this offering as set forth under
"Use of Proceeds" above. This table should be read in conjunction with our consolidated condensed financial
statements and related notes as of and for the six months ended June 30, 2008, incorporated by reference in
this prospectus supplement and the accompanying prospectus. See "Where You Can Find More Information"
in the accompanying prospectus.

As of June 30, 2008

As

Actual

Adjusted

(in millions)

Current Liabilities:

Short-term borrowings(1)
$ 156
$
0
Long-term debt, classified as current:

Current portion of long-term debt
600

600
Current portion of energy recovery bonds(2)
362

362

Total long-term debt, classified as current
$ 962
$
962

Capitalization:

Long-term debt(3)
$ 7,441
$ 8,031
Energy recovery bonds(2)
1,409

1,409
Shareholders' equity(4)
9,441

9,441

Total capitalization
$ 18,291
$ 18,881

(1) Actual short-term borrowings consisted of $156 million of commercial paper and as adjusted short-term
borrowings gives effect to the use of proceeds to repay short-term debt.
(2) PG&E Energy Recovery Funding LLC, or PERF, a legally separate but wholly-owned, consolidated
subsidiary of ours, issued energy recovery bonds, or ERBs, supported by a dedicated rate component, or
DRC, the proceeds of which were used to purchase from us the right, known as "recovery property," to
be paid a specified amount from a DRC. DRC charges are collected by us and remitted to PERF for
payment of the ERBs' principal, interest and miscellaneous associated expenses. The ERBs are secured
solely by the recovery property. Our creditors have no recourse to the assets of PERF and its creditors
have no recourse to our assets.
(3) Actual long-term debt consisted of $1,159 million of pollution control bonds and $6,282 million of senior
notes and as adjusted long-term debt also includes the senior notes offered hereby, in each case, net of
any discounts and premiums.
(4) Includes $258 million of preferred stock without mandatory redemption provisions.
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DESCRIPTION OF THE SENIOR NOTES
General
You should read the following information in conjunction with the statements under "Description of the
Senior Notes" in the accompanying prospectus.
As used in this section, the terms "we," "us" and "our" refer to Pacific Gas and Electric Company, and not to
any of our subsidiaries.
The senior notes are being offered in an initial aggregate principal amount of $600,000,000 and will mature
on October 15, 2018.
We will issue the senior notes under an existing indenture, which was originally entered into on March 11,
2004 and amended and restated on April 22, 2005, between us and The Bank of New York Mellon Trust
Company, N.A. (formerly known as The Bank of New York Trust Company, N.A.), as trustee, as
supplemented by supplemental indentures between us and the trustee. Please read the indenture because it,
and not this description, defines your rights as holders of the senior notes. We have filed with the Securities
and Exchange Commission a copy of the indenture as an exhibit to the registration statement of which this
prospectus supplement and the accompanying prospectus are a part.
Pursuant to the Trust Indenture Act of 1939, as amended, or the 1939 Act, if a default occurs on the senior
notes, The Bank of New York Mellon Trust Company, N.A. may be required to resign as trustee under the
indenture if it has a conflicting interest (as defined in the 1939 Act), unless the default is cured, duly waived
or otherwise eliminated within 90 days.
We may without consent of the holders of the senior notes issue additional senior notes under the indenture,
having the same terms in all respects to the senior notes (except for the public offering price and the issue date
and, in some cases, the first interest payment date) so that those additional notes will be consolidated and form
a single series with the other outstanding senior notes.
The senior notes will bear interest from October 21, 2008 at 8.25% per annum, payable semiannually on each
April 15 and October 15, commencing on April 15, 2009, to holders of record on the 15th day prior to the
interest payment date.
We will issue the senior notes in denominations of $1,000 and integral multiples of $1,000.
The senior notes will be redeemable at our option, in whole or in part, at any time as described under
"-- Optional Redemption" below.
Interest on the senior notes will be computed on the basis of a 360-day year consisting of twelve 30-day
months. If any payment date falls on a day that is not a business day, the payment will be made on the next
business day, but we will consider that payment as being made on the date that the payment was due to you.
In that event, no interest will accrue on the amount payable for the period from and after the payment date.
We will issue the senior notes in the form of one or more global securities, which will be deposited with, or on
behalf of, The Depository Trust Company, or DTC, and registered in the name of DTC's nominee.
Information regarding DTC's book-entry system is set forth below under "Book-Entry System; Global
Notes."
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